(Former
name, former address and former fiscal year, if changed since last report)

Indicate by
check mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant wasrequired to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.Yes [X] No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-acceleratedfiler, or a
smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smallerreporting company in Rule 12b-2 of
the Exchange Act.

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes [ ] No [X]

Indicate
the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date. As of November 12, 2009,
the Issuer had 21,017,127 shares of common stock outstanding with a par value
per share of $0.001.

Estimated fair value of common
stock issued upon conversion of amounts due to related parties

$

33,267

$

79,038

$

297,460

Estimated fair value of common
stock issued upon conversion of related party note payable

$

13,950

$

-

$

-

Estimated fair value of common
stock issued for license

$

-

$

-

$

5,000

Estimated fair value of common
stock issued in conversion of accounts payable

$

-

$

-

$

10,059

See
accompanying notes

SALAMON GROUP,
INC.

(A Development
Stage Company)

NOTES TO FINANCIAL
STATEMENTS

Salamon Group, Inc. (the
"Company") was incorporated in the state of StateplaceNevada on April 27,
2001 (Inception).

The Company
is a development stage company whose principal business plan is to
seek earnings by exploiting technology in the

field of alternative energy
sources, which technology includes four patents pending related to electrical
power generation.

These financial statements have been prepared in
accordance with accounting principles generally accepted in the
placecountry-regionUnited States of America (GAAP) applicable to a going
concern. At September 30, 2009, the Company had no revenues to date, had
accumulated losses of $1,016,156 and a working capital deficit of $90,063
and expects to incur further losses in the development of its business,
all of which cast substantial doubt about the Companys ability to
continue as a going concern. Management plans to continue to provide for
the Company's capital needs during the year ending December 31, 2009 by
issuing debt and equity securities and by the continued support of its
related parties (see Note 3). The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts or amounts and classification of liabilities that might be
necessary should the Company be unable to continue in existence. There is
no assurance that funding will be available to continue the Companys
business operations.

On July 5, 2001, the Company entered into a
licensing agreement with Space Globe Technologies Ltd. (" Space
Globe "), a Canadian corporation. The agreement allows the Company to
use certain technology with respect to a power cell technology used for
internal and external electrical applications. The sole shareholder and
sole director of Space Globe is John Salamon who is the President and a
Director of the Company.

In January 2005, Space Globe and the Company in
mutual agreement replaced the license agreement with an agreement that was
amended December 31, 2007, which transferred 100% ownership of, and rights
to, Space Globes technology related to electrical power generation to the
Company for no further consideration. John Salamon, the Companys Chief
Executive Officer and majority shareholder, also assigned to Salamon Group
a 99% interest in the rights to the patent
pending.

In June 2007,
Space Globe transferred to Salamon Group 100% ownership of rights to Space
Globes technology related to wireless electrical power generation,
including a 99% interest in three patent applications, for a total
4,500,000 shares of the Companys common stock (see Note 4).

The
Company has prepared the accompanying financial statements in accordance
with GAAP for interim financial information and with the instructions to
Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not
include all of the information and disclosures required by GAAP for annual
financial statements. In the opinion of the Company's management, the
accompanying financial statements contain all the adjustments necessary
(consisting only of normal recurring accruals) to make the financial
position of the Company as of September 30, 2009, the results of
operations for three and nine months ended September 30, 2009 and 2008 and
for the period from Inception through September 30, 2009 and cash flows
for the nine months ended September 30, 2009 and 2008 and for the period
from Inception through September 30, 2009 not misleading. The Company has
evaluated subsequent events through November 16, 2009, the filing date of
this Form 10-Q, and determined that no subsequent events have occurred
that would require recognition in the financial statements or disclosure
in the notes thereto other than as disclosed in the accompanying notes.
The financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 2008 contained in
Form 10-K filed with the Securities and Exchange Commission
("SEC").

2.

Summary of Significant
Accounting Policies

(a)

Development stage
enterprise

The Company is a development
stage company under the provisions of accounting standards. The
Company is devoting substantially all of its present efforts to
establishing a new business, and its planned principal operations have not
yet commenced. All losses accumulated since Inception have been considered
as part of the Company's development stage
activities.

SALAMON
GROUP, INC.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

(b) Basic and diluted net loss per
share

The Company presents both basic and
diluted loss per share ( EPS ) on the face of the statement of
operations. Basic EPS is computed by dividing net loss available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period including stock
options, using the treasury stock method, convertible preferred stock, and
convertible debt, using the if-converted method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all potentially dilutive common shares if their effect is
antidilutive. At September 30, 2009 and 2008, there were no potentially dilutive
instruments outstanding.

(c) Revenue recognition

Revenues from the sale of products
will be recorded when the product is shipped, title and risk of loss have
transferred to the purchaser, payment terms are fixed or determinable and
payment is reasonably assured. Revenues from service contracts will be
recognized when performance of the service is complete or over the term of the
contract.

(d) Foreign currency
transactions/balances

Transactions in currencies other
than the U.S. dollar are translated at the rate in effect on the transaction
date. Any balance sheet items denominated in foreign currencies are translated
into U.S. dollars using the rate in effect on the balance sheet date. There have
been no significant transactions in currencies other than the U.S. dollar since
Inception.

(e) Income Taxes

The Company determines its income
taxes under the asset and liability method, which require the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized.

(f) Use of Estimates

The preparation of financial
statements, in conformity with GAAP, requires management to make estimates and
assumptions that affect the amounts reported in these financial statements and
the accompanying notes. Actual results could differ from those estimates.

(g) Financial Instruments

The fair values of cash, accounts
payable, and amounts due to related parties approximate their carrying values
due to the immediate or short-term maturity of these financial instruments.

(h) Issuance of Stock for Non-cash
Consideration

All issuances of the Companys
common stock for non-cash consideration have been assigned a dollar amount
equaling either the market value of the shares issued or the value of
consideration received whichever is more readily determinable. The majority of
the non-cash consideration received pertains to services rendered by consultants
and others and has been valued at the market value of the shares issued.

SALAMON
GROUP, INC.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

The measurement date for the fair
value of the equity instruments issued is determined at the earlier of (i) the
date at which a commitment for performance by the consultant or vendor is
reached or (ii) the date at which the consultant or vendors performance is
complete. In the case of equity instruments issued to consultants, the fair
value of the equity instrument is recognized over the term of the consulting
agreement.

(i) New Accounting
Pronouncements

In June 2009, the Financial Accounting
Standards Board (FASB) issued a pronouncement which establishes the FASB
Accounting Standards Codification TM as the source of authoritative
accounting guidance under GAAP. The rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. This pronouncement is effective for periods ending
after September 15, 2009. The Company has concluded that the application of
this pronouncement did not have a material impact on its consolidated financial
position and results of operations as of and for the period ended
September 30, 2009.

In December 2007, the Company
adopted the accounting standard related to business combinations principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any non
controlling interest in the acquiree as well as the recognition and measurement
of goodwill acquired in a business combination. It also requires certain
disclosures to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. Acquisition costs associated
with the business combination will generally be expensed as incurred.
The adoption of this Standard did not have a significant impact on
the Companys financial statements.

3. Related Party
Transactions

(a) Amounts owing to Space Globe are
unsecured, non interest bearing and are due on demand. The sole shareholder and
sole director of Space Globe is John Salamon who is the President and a Director
of the Company. At September 30, 2009 and December 31, 2008, a total of $27,148
and $6,427, respectively, was due to Space Globe.

(b)During the nine months ended
September 30, 2009, the Company received proceeds of $23,700 for issuing a note
payable to a former board director. On July 30, 2009, the Company issued
348,750 shares of common stock at a price of $0.04 per share (estimated fair
value) to settle $13,950 of the note payable. The balance of the note
(which is non-interest bearing and due on demand) as of September 30, 2009 was
$9,750.

(c) During the nine months ended
September 30, 2009, the Company shared office space and travel arrangements with
Space Globe. During each of the nine months ended September 30, 2009 and 2008,
the Company incurred an aggregate of approximately $9,000 of allocated rent and
travel expense.

(d) On July 30, 2009, the Company
issued 150,000 shares of common stock to Space Globe at a price of $0.04 per
share (the estimated fair value) to settle indebtedness of $6,000 owed to Space
Globe for advances.

(e) On August 30, 2009, the Company
issued 531,675 share of common stock to Space Glove at a price of $0.04 per
share (the estimated fair value) to settle indebtedness of $21,267 owed to Space
Globe for advances.

(f) On January 15, 2009, the Company
issued 200,000 shares of common stock to Space Globe at a price of $0.03 per
share (the estimated fair value) to settle indebtedness of $6,000 owed to Space
Globe for loan advances.

(g) On December 31, 2008, a former
director of the Company surrendered 1,000,000 shares of his common stock for no
consideration. Accordingly, the Company has not reflected such shares as issued
or outstanding at December 31, 2008 as such shares have been cancelled by the
Company.

(h) On November 15, 2008, the
Company issued 869,050 shares of common stock to Space Globe at a price of $0.02
per share (the estimated fair value) to settle indebtedness of $17,821 owed to
Space Globe for loan advances.

(i) On August 19, 2008, the Company
issued 476,129 shares of common stock to Space Globe at a price of $0.07 per
share (the estimated fair value) to settle indebtedness of $33,329 owed to Space
Globe for loan advances.

(j) On August 19, 2008, the Company
issued 203,543 shares of common stock to a director at a price of $0.07 per
share (the estimated fair value) to settle indebtedness of $14,249 owed for
working capital advances.

SALAMON
GROUP, INC.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

(k) On April 16, 2008, the Company
issued 331,158 shares of common stock to Space Globe at a price of $0.095 per
share (the estimated fair value) to settle indebtedness of $31,460 owed to Space
Globe for loan advances.

(l) During the year ended December
31, 2007, Mr. Salamon, through his company, Space Globe, contributed patent
applications to the Company in exchange for 4,500,000 shares of common stock
(see Notes 1 and 4).

(m) During the year ended December
31, 2007, Space Globe converted advances made to the Company into 2,310,000
shares of common stock (see Note 4).

(n) On July 5, 2001, the
Company purchased a license related to certain power cell technology for cash of
$50,000 and five million common shares of the Company valued at $5,000 from
Space Globe. In addition, the Company agreed to pay Space Globe a royalty equal
to 3% of the gross sales derived from the technology. To date, no sales
have been made and accordingly no royalties have been earned in connection with
this agreement.

4. Stockholders
Deficit

(a) As of September 30, 2009,
there are no preferred shares issued and outstanding.

(b) As of September 30, 2009,
the Company has not granted any stock options or warrants.

(c) On August 30, 2009, the
Company issued 531,675 shares of common stock to Space Globe at a price of $0.04
per share (the estimated fair value) to settle indebtedness of $21,267 due under
a note payable (see Note 3).

(d) On July 30, 2009, the Company
issued 348,750 shares of common stock to a related party at a price of $0.04 per
share (the estimated fair value) to settle indebtedness of $13,950 due under a
note payable (see Note 3).

(e) On July 30, 2009, the Company
issued 150,000 shares of common stock to Space Globe at a price of $0.04 per
share (the estimated fair value) to settle indebtedness of $6,000 (see Note
3).

(f) In April 2009, the Company
issued 700,000 forfeitable shares of common stock to a consulting firm. In
accordance with the applicable consulting agreement, the shares are to be earned
ratably over the term of the agreement from April 15, 2009 through July 15,
2009. During the period ended September 30, 2009, the Company recorded $49,000
of expense and recorded 700,000 common shares as issued and outstanding.

(g) On January 15, 2009, the
Company issued 200,000 shares of common stock to Space Globe at a price of $0.03
per share (the estimated fair value) to settle indebtedness of $6,000 (see Note
3).

(h) On October 27, 2008, the
Company issued 201,180 shares of the Companys common stock as payment for
services rendered. The Company had accrued $10,059 for such services. However,
based on the estimated fair value of the Companys common stock on the date of
conversion, the Company has recorded an additional $2,012 of expense upon
issuance.

(i) In September 2008, the Company
issued 1,200,000 forfeitable shares of common stock to a consultant. In
accordance with the applicable consulting agreement, the shares are to be earned
ratably over the one-year term of the agreement through August, 2009. During the
nine months ended September 30, 2009, the Company recorded $33,000 of expense
and recorded 800,000 common shares as issued and outstanding. During the year
ended December 31, 2008, the Company recorded $15,000 of expense and recorded
400,000 common shares as issued and outstanding.

(j) In November 2007, the Company
issued 518,340 shares of common stock to Space Globe for the conversion of
advances in the amount of $77,751 or $0.15 per share, the estimated fair value
(see Note 3).

(k) Mr. Salamon and his company
Space Globe, contributed three patent applications to the Company in June 2007
(see Note 4). In exchange for the patents, the Company issued 4,500,000 shares
of common stock to Space Globe. The shares were valued at $0.07 per share, the
estimated fair value of the stock on the measurement date. The total value of
the shares of $315,000 was recorded as research and development expense in the
accompanying statements of operations as there was no asset value on the books
of Space Globe at the time of the contribution.

SALAMON
GROUP, INC.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

(l) In June 2007, the Company
issued 1,791,660 shares of common stock to Space Globe for the conversion of
advances in the amount of $89,583, or $0.05 per share (see Note 3). Since the
estimated fair value of the stock at the time of conversion was $0.07 per share,
the Company recorded interest expense of $35,833 related to the beneficial
conversion equal to the difference between the value of the shares issued and
the advances converted in the accompanying statements of operations.

(m) In June, 2007, the Company,
pursuant to an agreement, issued shares to a third party for services provided.
According to the terms of the agreement, the Company issued 350,000 shares of
its common stock, which were valued at their estimated fair value of $0.07 per
share (based on the fair value of the services provided) for total of $25,000.
As of December 31, 2007, all services related to the agreement have been
provided and the value of the shares was recorded in general and administrative
expense in the accompanying statements of operations.

(n) During the year ended December
31, 2003, 183,640 shares were issued for cash of $22,460 at an average price of
$0.12 per share and 245,360 shares were issued for services and other expenses
with a fair value of $10,676 at an average price of $0.04 per share

(o) During the year ended December
31, 2002, 481,046 shares were issued for cash of $44,008 at an average price of
$0.09 per share and 500,000 shares were issued for services with a fair value of
$10,400 at an average price of $0.02 per share.

(p) During the period ended December
31, 2001, 1,850,324 shares were issued for cash of $36,532 at an average price
of $0.02 per share and 702,450 shares were issued for services with a fair value
of $703 at an average price of $0.001 per share.

(q) On July 5, 2001, 5,000,000
shares with a stated par value of $0.001 per share were issued as part of the
consideration to acquire a license (see Note 5).

5. Contingencies

(a) Litigation

From time to time, the Company may
become involved in various lawsuits and legal proceedings which arise in the
ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from
time to time that may harm the Company. The Company is currently not aware of
any such legal proceedings or claims that the Company believes will have,
individually or in the aggregate, a material adverse affect on its business,
financial condition or operating results.

(b) Indemnities and Guarantees

During the normal course of
business, the Company has made certain indemnities and guarantees under which it
may be required to make payments in relation to certain transactions. The
Company indemnifies its directors, officers, employees and agents to the maximum
extent permitted under the laws of the State of placeStateNevada. These
indemnities include certain agreements with the Company's officers under which
the Company may be required to indemnify such person for liabilities arising out
of their employment relationship. The duration of these indemnities and
guarantees varies and, in certain cases, is indefinite. The majority of these
indemnities and guarantees do not provide for any limitation of the maximum
potential future payments the Company could be obligated to make. Historically,
the Company has not been obligated to make significant payments for these
obligations and no liabilities have been recorded for these indemnities and
guarantees in the accompanying balance sheets.

(c) On June 20, 2008, the Company
entered into a license agreement with 482229 B.C. Ltd. (482229), a private
company based in Kelowna, British Columbia, whereby the Company granted 482229
the exclusive rights to manufacture, market, distribute and sell in Canada all
electrical power generation products derived from its 2001 patent pending.
The license is for an initial term of seven years. 482229 has agreed
to pay the Company a one time licensing fee of CDN$15,000 on or before June 20,
2009 and additional fees equal to 3% of 482229s gross revenues derived from the
sale of products, payable quarterly. In order to maintain the license,
482229 must meet or exceed the following minimum sale requirements. On
June 16, 2009, the Company entered into an addendum to the license agreement
with 482229 to extend the due date of the one time licensing fee of CDN $15,000
to on or before December 31, 2009. In addition, the sales requirements
were modified and are now the following:

SALAMON
GROUP, INC.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

During Year
Ended
Minimum Total Sales of Products

December 31,
2008
CDN$0.00

December 31,
2009
CDN$0.00

December 31,
2010
CDN$20,000

December 31,
2011
CDN$30,000

December 31,
2012
CDN$40,000

December 31,
2013
CDN$50,000

December 31,
2014
CDN$60,000

December 31,
2015
CDN$70,000

6. Subsequent Events

In October 2009, the Company issued
682,822 shares of common stock to Space Globe at a price of $0.03 per share (the
estimated fair value) to settle indebtedness of $20,485.

ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion of the
financial condition, changes in financial condition and results of operations of
Salamon Group, Inc. (hereinafter referred to as the  Company , 
Salamon Group ,  we ,  our  or  us ) for the
three and nine months ended September 30, 2009 and should be read in conjunction
with Salamon Groups unaudited financial statements and related notes for the
three and nine months ended September 30, 2009.

Cautionary Statements Regarding
Forward-Looking Statements

This Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934
(the  Exchange Act ), as amended. All statements, other than
statements of historical facts, included in this Form 10-Q which address
activities, events or developments which we expect or anticipate will or may
occur in the future, including such things as future capital expenditures
(including the amount and nature thereof), business strategy, expansion and
growth of our business and operations, and other such matters are
forward-looking statements. These statements are based on certain
assumptions and analyses made by Salamon Group in light of our experience and
our perception of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate in the
circumstances. However, whether actual results or developments will
conform with our expectations and predictions are subject to a number of risks
and uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by us;
changes in laws or regulation; and other factors, most of which are beyond our
control. Consequently, all of the forward-looking statements made in this
Form 10-Q are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on us or our business or operations. We assume
no obligations to update any such forward-looking statements.

Overview

We were organized under the laws of
the State of placeStateNevada on April 27, 2001. We are a developmental
stage company organized by John E. Salamon. Our aim is to develop, license
and/or acquire certain electrical generator technologies, which we believe to be
proprietary. Our offices are presently located at 4080 Paradise Road
#15-901, placeCityLas Vegas, StateNevada, country-regionUSA 89169, and our
telephone number is (702) 241-0145.

Since our inception, we have been
involved in organizational and fund raising activities and the licensing,
subsequent acquisition and further development of a certain electrical generator
technology from Space Globe Technologies Ltd., a private StateBritish Columbia,
placecountry-regionCanada corporation ( Space Globe ), founded and
organized also by John Salamon. Space Globe was founded for the purpose of
developing technologies and concepts in the field of Alternative Energy
Sources. Alternative Energy Sources are those which are not supplied by
the burning of fossil fuels or the splitting of atoms. Some of the
alternative energy sources include solar energy, wind power, geothermal, tides
and hydro power. Space Globe was incorporated in the PlaceTypeProvince of
PlaceNameBritish Columbia, placecountry-regionCanada in 1998 by John Salamon.
It was initially established as a management/consulting company in which
to develop ideas and concepts for power generation. Space Globes primary
assets consist of office equipment and investments in us. Effective June
29, 2007, in connection with our acquisition of ownership and rights to certain
patents and wireless EPG technology from Space Globe, we no longer considered
ourself a shell company and our current operations are focused on developing
and licensing such technologies. From 1999 to 2001 Space Globe and Mr.
Salamon developed the concept and design of an Electrical Power Generator (
EPG ) for home and office use and for emergency power backup situations.
Mr. Salamon filed a patent application in placecountry-regionCanada on
September 4, 2001 for protection of the design of the EPG and on March 10, 2008,
as requested by the Canadian Patent Office, we filed additional information
regarding this patent pending. Mr. Salamon filed a second patent
application in placecountry-regionCanada on May 12, 2006 and two more patent
applications later in 2006 for the protection of designs related to wireless
EPGs.

We were formed by Mr. Salamon for
the purpose of pursuing his business plan of developing technologies and
concepts in the field of Alternative Energy
Sources in a newly established placeStateNevada corporation. All
transactions described below between us and Space Globe were incidental to the
transfer of assets to us in connection with the reorganization of these two
entities under Mr. Salamons common control.

On July 5, 2001, we entered into a
Technology License Agreement with Space Globe whereby we agreed to pay $50,000
cash and issued 5,000,000 shares of common stock to Space Globe as license fees
for the technology related to the EPG. The cost of the license was
determined to be at an estimated cost of research and development time and
materials expended by Space Globe for the development of the EPG. The
5,000,000 shares issued in connection with such Technology License Agreement
were issued pursuant to Section 4(2) of the Act at an estimated fair value of
$5,000 and the cash was subsequently paid from proceeds of our private
placements.

On January 10, 2005, we replaced the
license agreement with Space Globe with an agreement under which Space Globe
transferred 100% ownership of and rights to the EPG technology, protected by the
2001 patent application, to us for no additional compensation.

John Salamon, through Space Globe,
also assigned all rights to the patent pending to us. On September 30,
2007, we amended the agreement with Space Globe such that John Salamon retains a
1% interest in the patent application.

In addition to the foregoing
issuances, from April 2001 through December 31, 2008, we received services gross
proceeds of $507,317 (including $103,000 in cash, conversion of $270,193 of
amounts due to a related party, and services valued at $134,124) from the
issuance of a total of 9,487,213 shares of common stock in offerings
conducted pursuant to Section 4(2) of the Act and Regulation S. These
offerings were made in the Provinces of British Columbia and StateAlberta,
placecountry-regionCanada.

On June 29, 2007, we entered into an
assignment agreement with Space Globe whereby Space Globe transferred to us its
ownership of and rights to the wireless EPG technology, including Space Globes
99% interest in the three 2006 patent applications, in consideration for the
issuance of 4,500,000 shares of common stock to Space Globe (or 1,500,000 shares
for each of the three patents applications) at a value of $0.07 per share, the
estimated fair value of the shares on the date of the transaction. John Salamon,
who filed the three patent applications, retains a 1% interest in the patents
pending. The value of the technology was determined to be at an estimated
cost of research and development time and materials expended by Space Globe for
the development of the wireless EPG. The 4,500,000 shares issued in
connection with the assignment agreement were issued pursuant to Section 4(2) of
the Act.

On June 20, 2008, we entered into a
license agreement with 482229 B.C. Ltd. (482229), a private company
based in CityKelowna, StateBritish Columbia, whereby we granted 482229 the
exclusive rights to manufacture, market, distribute and sell in
placecountry-regionCanada all electrical power generation products derived from
our 2001 patent pending. The license is for an initial term of seven
years. 482229 has agreed to pay us a one time licensing fee of CDN $15,000
on or before June 20, 2009 and additional fees equal to 3% of 482229s gross
revenues derived from the sale of products, payable quarterly. In order to
maintain the license, 482229 must meet or exceed certain sale requirements.
On June 16, 2009, we entered into an addendum to the license agreement
with 482229 to extend the due date of the one time licensing fee of CDN $15,000
to on or before December 31, 2009. In addition, the sales requirements
were modified and are now the following:

During Year Ended

Minimum Total Sales of
Products

December 31, 2008

CDN$0.00

December 31, 2009

CDN$0.00

December 31, 2010

CDN$20,000

December 31, 2011

CDN$30,000

December 31, 2012

CDN$40,000

December 31, 2013

CDN$50,000

December 31, 2014

CDN$60,000

December 31, 2015

CDN$70,000

In August of 2008, our Board of
Directors resolved to expand our current business plan into other areas which
would allow us to generate revenues. One particular area that our Board
resolved would provide added value to our company would be real estate, more
specifically real estate in the form of an operating casino in CityCityLas
Vegas, CityNevada. Currently, our President is actively identifying
potential casinos that are for sale in the CityLas Vegas area. If we are
able to locate and purchase a suitable casino, we intend to move our corporate
headquarters into the casino. The purchase of the casino will allow us to
start generating revenues so that we can further our business plan to develop,
license and/or acquire technologies and concepts in the field of Alternative
Energy Sources. Once we locate a suitable casino, we intend to enter into
a letter of intent to purchase the casino. We intend to finance the
purchase of a suitable casino through a combination of equity and/or debt
financing, and by undertaking a non-brokered private placement under Rule 506 of
Regulation D, to raise the funds required to purchase the casino. There is
no assurance that we will succeed in identifying and purchasing a casino or that
funding will be available to us for this purpose. There is also no
assurance that any casino we might purchase will generate revenues sufficient
for us to carry out our business plan related to alternative energy sources.

As of the date hereof, we have no
other employees or customers.

Plan of Operation

Since our inception, we have been
involved in organizational activities, have completed offerings of shares of
common stock, have concluded the licensing and subsequent acquisition of an EPG
from Space Globe, and have completed a working model of the power generator.
For the period from inception (April 27, 2001) through September 30, 2009,
we had no revenue from operations and our deficit accumulated during the
development stage amounted to $1,016,156. We propose to compete in the
alternative energy source technology market.

As reported in the Report of
Independent Registered Public Accounting Firm on our December 31, 2008 financial
statements, we have suffered recurring losses from operations, we have a working
capital deficit and a deficit accumulated during the development stage.
These items raise substantial doubt about our ability to continue as a
going concern.

We plan to generate revenues through
the sale of manufacturing and marketing licenses on a world-wide basis. We
also plan on generating revenues by possibly purchasing an operating casino in
CityCityLas Vegas, CityNevada. Our President is currently identifying
potential casinos that are available for sale in CityLas Vegas. If he is
successful in locating a casino, we intend to finance the purchase of the casino
through a combination of debt and equity financing. We would also move our
corporate headquarters into the casino.

Future research and development will
be focused on smaller, portable EPGs adding a solar power component as well as
an electric wireless product. Mr. Salamon has a conceptual design and
prototypes and will proceed with plans when funding allows.

We are not planning to purchase a
plant or equipment at this time but rather to enter into licensing agreements to
manufacture and market our products.

If we are unable to generate
sufficient revenue from operations to implement our plans, we intend to explore
all available alternatives for debt and/or equity financing, including but not
limited to private and public securities offerings. Accordingly, we expect
that it will be necessary for us to raise additional funds in the event that we
are unable to generate any revenue from operations and if only a minimal level
of revenue is generated in accordance with our expectations.

Mr. Salamon, at least initially,
will be responsible for developing our business. However, at such time, if
ever, as sufficient operating capital becomes available, he expects to employ
additional staffing. In addition, we expect to continuously engage in
market research in order to monitor new market trends and other critical
information deemed relevant to our business.

Results of Operations for the
three and nine months ended September 30, 2009, compared to the same periods in
2008

The following discussion should be
read in conjunction with the financial statements included in this report and is
qualified in its entirety by the foregoing.

Liquidity and Capital
Resources

As of September 30, 2009 we had cash
of $61, total current assets of $749, total current liabilities of $90,812 and a
working capital deficit of $90,063. From our inception on April 27,
2001 to September 30, 2009 we accumulated a deficit during the development stage
of $1,016,156. We are dependent on funds raised through equity or
debt financing and investing activities to fund our operations. We
anticipate that we will incur substantial losses over the next year and our
ability to generate any revenues in the next 12 months continues to be
uncertain.

We used net cash of $77,269 in
operating activities during the nine months ended September 30, 2009,
compared to $65,453 during the same period in 2008 and $396,732 from our
inception on April 27, 2001 to September 30, 2009. The increase in
operating expenses for the period ended September 30, 2009 resulted primarily
from an increase in professional fees.

We had no investing activities for
the nine months ended September 30, 2009 and 2008 and $54,515 from our inception
on April 27, 2001 to September 30, 2009. The cash used in investing
activities since our inception was for website development costs.

We received net cash of $77,688 from
financing activities for the nine months ended September 30, 2009, compared to
$65,399 during the same period in 2008 and $451,308 from our inception on April
27, 2001 to September 30, 2009. The cash received from financing
activities during the period ended September 30, 2009 resulted from the proceeds
of advances and note payable from related parties. During the period
ended September 30, 2009 our cash position increased by $59.

Results of Operations

Revenues

From our inception on April 27, 2001
to September 30, 2009 we have not yet generated any revenues. We do
not expect to earn significant revenues in the near future.

Expenses

We incurred total operating expenses
of $42,855 and $163,005 for the three and nine months ended September 30, 2009,
respectively, compared to $34,593 and $106,857 for the same periods in 2008,
respectively, and $1,016,156 from our inception on April 27, 2001 to September
30, 2009. The increase in operating expenses for the periods ended
September 30, 2009 resulted from an increase in our general and administrative
costs, primarily due to an increase in professional fees and equity-based
compensation.

Net Loss

From our inception on April 27, 2001
to September 30, 2009 we have deficit accumulated during the development stage
of $1,016,156. For the three and nine months ended September 30, 2009
we incurred net losses of $42,855 and $163,005, respectively, compared to net
losses of $34,593 and $106,857 for the same periods in 2008, respectively.

Research and Development

482229 is now responsible for all
further development, testing and commercialization of all EPG products derived
from our 2001 patent pending. Until we can secure other qualified
licensees regarding the EPG products derived from our other patents pending, all
further development, testing and commercialization of those EPG products will be
completed by us, subject to obtaining the necessary financing. Upon
securing such other qualified licensees, any further research, development and
commercialization of those EPG products and all related costs will be the
responsibility of the licensee.

We, under the direction of Mr.
Salamon, are continually researching and studying Alternative Energy Sources
and plan to develop other power generation devices as capital funding becomes
available. Alternative Energy Sources are those which are not supplied by
the burning of fossil fuels or the splitting of atoms. Some of the
alternative energy sources include solar energy, wind power, geothermal, tides
and hydro power.

We have developed a smaller,
portable EPG utilizing similar designs and adding a solar power component.
We have also developed prototypes of EPG products that generate power
wirelessly.

For the nine months ended September
30, 2009, we have not incurred any research and development expenses.

Off-Balance Sheet
Arrangements

As of September 30, 2009 we had no
off balance sheet transactions that have or are reasonably likely to have a
current or future effect on our financial condition, changes in our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.

Material Commitments for Capital
Expenditures

We had no contingencies or long-term
commitments at September 30, 2009.

Critical Accounting
Policies

There were no changes to the
critical accounting policies as discussed in our 2008 Form 10-K filed on April
15, 2009.

ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND
PROCEDURES.

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
period specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of September
30, 2009 (the Evaluation Date). Based upon the evaluation of our disclosure
controls and procedures as of the Evaluation Date, the Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures were not effective because of the identification of material
weaknesses in our internal control over financial reporting which are identified
in our Managements Report on Internal Control Over Financial Reporting included
with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting during the most recently completed quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our Disclosure Controls and internal
controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of a
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management or board override of the control.

The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

PART II - OTHER
INFORMATION

ITEM 1. LEGAL
PROCEEDINGS

We know of no legal proceedings to
which we are a party or to which any of our property is the subject which are
pending, threatened or contemplated or any unsatisfied judgments against
us.

ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON
SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of
our shareholders, through the solicitation of proxies or otherwise, during the
period ended September 30, 2009.

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